Badger Meter (NYSE: BMI) CEO withholds shares to cover tax liability

Rhea-AI Filing Summary

Badger Meter Inc. Chairman, President & CEO Kenneth Bockhorst reported a small share disposition related to tax obligations. On this Form 4, 450 shares of common stock were withheld at $148.85 per share to cover tax liability by delivering securities. After this tax-withholding transaction, he directly holds 49,476 shares of Badger Meter common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bockhorst Kenneth

(Last) (First) (Middle)

4545 W. BROWN DEER ROAD

(Street)

MILWAUKEE WI 53223

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BADGER METER INC [ BMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/06/2026		F		450	D	$148.85	49,476	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ William R.A. Bergum, Attorney-in-Fact for Kenneth C. Bockhorst	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Badger Meter (BMI) CEO Kenneth Bockhorst report?

Kenneth Bockhorst reported a tax-related share disposition, not an open-market trade. The Form 4 shows shares delivered to cover obligations rather than a voluntary buy or sell, reflecting a routine administrative transaction linked to compensation or equity-based obligations.

How many Badger Meter (BMI) shares were involved in Kenneth Bockhorst’s latest Form 4?

The filing reports 450 shares of Badger Meter common stock used to satisfy obligations. These shares were delivered as part of a tax-liability or exercise-price payment mechanism, rather than being sold in the open market as a discretionary portfolio decision by the executive.

At what price were the Badger Meter (BMI) shares valued in Bockhorst’s tax-withholding transaction?

The 450 shares were valued at $148.85 per share in the reported transaction. This price reflects the per-share value used for calculating the payment of exercise price or tax liability through the delivery of securities as indicated by the Form 4 transaction description.

How many Badger Meter (BMI) shares does Kenneth Bockhorst hold after this Form 4 transaction?

After the tax-withholding disposition, Kenneth Bockhorst directly holds 49,476 shares of Badger Meter common stock. This post-transaction balance shows that the reported 450-share delivery is small relative to his remaining direct ownership position as disclosed in the filing.

What does the transaction code "F" mean in the Badger Meter (BMI) Form 4 filing?

Transaction code "F" indicates payment of exercise price or tax liability by delivering securities. In this context, it means shares were used to satisfy obligations associated with equity awards, rather than representing a traditional open-market purchase or sale of Badger Meter stock by the insider.

Is Kenneth Bockhorst’s Badger Meter (BMI) Form 4 transaction a buy or sell?

The transaction is categorized as a disposition for tax withholding, not a standard buy or sell. Shares were delivered to pay exercise price or tax liability, so it functions as an administrative adjustment tied to equity compensation rather than a discretionary trading decision in the market.